Start an Oregon S Corp

Step 1: Choose a name 

When choosing a business name keep in mind that this choice will last for the life of your business. You’ll also have to follow Oregon rules for naming your business. We can help with that if you choose to use our name reservation service. 

Step 2: Appoint a Registered Agent

State law require S corporations to have a registered agent. This agent receives official papers on behalf of your business such as service of process. If you’re in Oregon and need a registered agent, we can help.

Step 3: Elect a Director or Managers 

You then need a set of managers to run your Oregon S Corp. You can appoint initial directors (Oregon corporations) or managers (limited liability companies or LLCs) for your business through a written company resolution. Initial company resolutions can come from the founders of the company.

Step 4: File Articles of Incorporation/Organization with the Oregon Secretary of State

Next, you’ll need to file Articles of Incorporation for your C corp or Articles of Organization for your LLC with the SOS. These are the documents that officially give birth to your enterprise as they register your company with the state.

Note: You can also create corporate bylaws to set your business’s rules and procedures.

Step 5: Filing Form 2553 to turn the business into an S Corporation

As we mentioned above, an S Corp is simply an IRS tax election.  However, filing File Form 2553 with the IRS is arguably the most important formation step. Form 2553 makes your C Corp or LLC into an Oregon S Corporation.

Also, if you have an LLC as your foundational entity, you first need to make a tax election with the Internal Revenue Service and the Oregon Department of Revenue to treat it as a corporation. After that step, an LLC can file Form 2553 to elect S Corporation status.

S Corporation Requirements and Limitations 

S Corps confer significant tax benefits to its shareholders. However, to access those benefits, the IRS requires very specific qualifying requirements. The IRS states that an S Corp must:

• Be a domestic corporation or other eligible business
• Have only certain kinds of corporate shareholders, including individuals, estates, exempt organizations, and certain trusts, but not partnerships, corporations, or non-resident immigrants
• Have no more than 100 shareholders (which is why the S corporation election may be good for small business corporations)
• Have no more than one class of stock
• Not be an ineligible corporation such as an insurance company, international sales corporation, or a certain kind of financial institution

If the above seems too restrictive for your business plans (e.g., you plan on raising lots of capital through stock sales, etc.), then an S corp may not be the right small business entity for you. To make sure we urge you to consult with your legal and financial professionals about the S Corp business option. 

Pros and Cons of Creating an S Corporation

Since S corps are a niche business structure you should consider your choices carefully. Accordingly, we have listed below some pros and cons for you to weigh. 

Pros

Operating an Oregon S corporation can be beneficial in many ways, such as:

• Protecting your personal assets
• Eliminating corporate double taxation
• Allowing you to use the cash method of accounting

If tax liability is one of your biggest concerns, then this designation might be the right selection for you.

Cons

Of course, there can also be drawbacks to S corporations, such as:

• Additional expenses for formation and maintenance
• Restrictions on issuing shares
• More extensive IRS oversight
• More stringent eligibility requirements

Note: All S corporations doing business in Oregon are required to pay the state’s minimum excise tax (a tax for the privilege of doing business in Oregon). Furthermore, when your income tax amounts exceed $500, you may be required to make estimated tax payments.

Once again, we encourage you to speak to a tax or legal professional to determine if these factors are significant given your circumstances. 

What to Know Before Creating an S Corporation in Oregon

S corps are small business vehicles that fit a very narrow niche. Therefore, one of the first things you should know about starting an S corp in Oregon is that it’s a C corp or LLC by default until you file the right documents to qualify it as an S corp. That said, we get into more of the specifics about S corps below.

What is an S Corporation?

At its most fundamental level, S corporations are simply small business entities where the Internal Revenue Service places restrictions on their shares and shareholders in exchange for pass-through taxation benefits. 

What’s the Difference Between an S Corporation and a C Corporation? 

C corps can issue more shares and classes of stock than S corporations. But, for many people, the biggest difference and the biggest draw is in S corporation taxation.

You have probably heard that C corporations pay double income tax. It’s a double tax because the C corp pays business income tax first, and then all the shareholders have to pay personal income tax on their share of the business profits (corporate distributions).

On the other hand, S corps exist largely for their pass-through taxation benefits. Pass-through taxation means that the S corp doesn’t pay taxes on its corporate net income; only the shareholders pay taxes on their share of the S corp income on their personal income tax return. 

S corporation election for tax purposes may also help shield you from (or reduce your) corporation excise tax. For more information on income tax and S corps, or just business income tax in general for corporations, reach out to a professional.

What Are the Requirements to Create an S Corporation? 

When considering how to form S corporations in Oregon, the first step is to create a foundational entity such as a C corp or LLC.  After that, you need to think about S corp filing requirements. You’ll need to file Form 2553 with the Internal Revenue Service to overlay the S corp on top of the foundational entity (i.e., C Corp or LLC). 

Can LLCs Choose an S Corporation Election? 

Yes, they can. An Oregon LLC can elect to be an S corp. The main reason why an LLC would elect an S corp designation is to reduce some of the tax liabilities, especially those dealing with employment taxes. We dig deeper into LLCs and taxation on our Tax Information for Limited Liability Companies page. 

We can help

If you want to know more about S corp instructions or to convert your LLC or C corp into this business format, then our S corp Service can do it quickly and accurately. Also, let us help you with the compliance needs of your enterprise. Our services include helping you create your own business plan, and are designed to let you focus on growth and making money.